Netherlands Company Formation

Netherlands BVBA Company Formation

A Dutch Besloten Vennootschap met Beperkte Aansprakelijkheid (BV / BVBA) is equivalent to a limited company in the UK or a GmbH in Austria and Germany in that it is a legal entity which is separate and distinct from the individuals who run it. For sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in a BV are liable to lose only the value of the share capital to which they subscribe.

Since the introduction of new company law legislation in October 2012, opening a Dutch BV has never been simpler. The government has removed obstacles such as a high share capital requirement and complex incorporation steps and, with a beneficial tax system, flexible business environment and a strong financial sector, incorporating in the Netherlands is very attractive for foreign investors and businesses.

Company Name

The name can be in any language using the Latin alphabet but you may be requested to provide a Dutch or English translation to ensure your name abides by the regulations. Your company name must not be similar or identical to an existing name and must not be obscene or offensive, certain words are prohibited such as names suggesting the patronage of any government or country.

Registered Office

A Dutch BV is required to have a registered address in The Netherlands where all official and tax correspondence will be served.

Directors

A Dutch BV requires one person to act as the director; there is no nationality or residency restriction. Directors’ names are filed on the public register.

Shareholders

A Dutch BV requires a minimum of one shareholder. A single shareholder’s name will become a matter of public record but, if more than one shareholder is appointed, the details regarding the identity of the individual shareholders are kept private. Nominee shareholders are allowed.

Share Capital

A Dutch BV has no minimum share capital requirement.

Filing Requirements

A Dutch BV is required to file an annual return together with its financial statements with the Registrar of Companies by 31st July each year.

A Dutch BV should file a tax return with the Tax Authorities within six months from its tax year-end.

A Dutch BV is required to audit its annual financial statements unless it meets two of the following three criteria:

The company’s total assets are less than €6,000,000.
The company’s annual turnover is less than €12,000,000.
The company’s average number of employees is less than 49.

Timescale

The incorporation of a new company takes approximately 7 – 10 from the moment we have submitted the documentation